By John Hamann

1. Terminator 3: Rise of the Machines - Warner Bros. Did you know that T2: Judgement Day is still the 15th best opener in July, even though it opened 12 years ago? T2 caused an unrivaled-at-the-time media frenzy and grossed $35.1 million over its initial three-day weekend. It opened on a Wednesday, and took in $18 million before its first Friday. The film ended up with $204.8 million domestic, and $516.8 million worldwide. So, for that reason alone most likely, we have T3: Rise of the Machines, starring 56-year old Arnold Schwarzenegger and a $170 million budget. Men in Black II opened on the same weekend last year, and had a Hulk-like three-day performance of $52.2 million. MIIB took in $35 million over its Wednesday-to-Thursday period, but after that, word-of-mouth softened the three-day gross. T3 is written by John Brancato and Michael Ferris, co-writers of The Game (and the upcoming Catwoman), so I have high hopes that it won't be awful. Director Jonathan Mostow has to go head-to-head with the ghost of James Cameron and I really hope he knocks the "king of the world" down a notch. The opening weekend record for July is held by Austin Powers in Goldmember, which grossed $73.1 million in the last weekend in July last year, and should hold that record for another year. For T3, not only does it have to fight Legally Blonde 2 and Sinbad, it also has to tussle with the fact that July 4th is a Friday night this year, which might impact that first Friday number. Another reason the three-day total may suffer is that the Wednesday-Thursday audience may satiate a lot of that usual Friday to Sunday business. On the other hand, it is a holiday, so my prediction for the weekend is $62 million, with a possible $100 million five-day gross. Open: $60 million Total: $275 million

2. Bad Boys II - Sony Even though Bad Boys II has a smell I don't like at this point, I'm still going to pick it for the two spot in July. Will Smith and Martin Lawrence are back, and both are in need of a hit. Will Smith's last real word-of-mouth success was the original Men in Black, way back in 1997. For Lawrence, his last hit (and only hit if you ignore the first Bad Boys) was in 2000, and was the ugly monster that is Big Momma's House. We must also remember that the original Bad Boys wasn't the super-hit a lot of people tend to think it was. Bad Boys opened in April 1995 to $15.5 million, and it didn't come close to breaking $100 million, finding only $65.6 million total. Whatever the case, it made these guys look like action stars, and they've returned to the well for another feeding. They should find plenty; expect a three-day opening weekend of $60 million, but a less impressive final gross of $160 million. Open: $60 million Total: $160 million

3. Legally Blonde 2: Red, White & Blonde - MGM There's a lot of pressure on MGM for success with Legally Blonde 2. The storied studio has released five films so far this year, and has had only one mini-hit in Agent Cody Banks. MGM managed to keep the budget very low for the Blonde sequel, increasing on the original's $18 million budget by only $7 million. The only wide release for Reese Witherspoon since her Legally Blonde success was Sweet Home Alabama. The audience-pleasing Alabama had a stunning open of $35 million in late September of last year, and there is no reason Blonde 2 can't improve on that. While the Wednesday open may hinder T3's opening Friday-to-Sunday number, it may provide a boost to Blonde 2. July 4th is a Friday and the Red White & Blue subtitle may drive people to this flick on the holiday. I expect the sequel to more than double its production budget opening weekend, finding $50 million over its first three days. If the sequel is the word-of-mouth success like the first film, $200 million isn't out of the question. I wonder if that MGM stock is worth a look… Open: $50 million Total: $180 million

4. Pirates of the Caribbean: The Curse of the Black Pearl - Disney I'd say I'm pretty confident that July will bring in my top three exactly where I've laid them out, but beyond that, it's a crap shoot. Disney presents the already much talked about Pirates of the Caribbean, based on the Mouse House's legendary ride. The film has garnered some good buzz after the release of the trailer, and Johnny Depp looks great as Jack Sparrow. Depp seems to really like these dark, long-ago films. He's had big success in the setting with Sleepy Hollow (open: $30.1 million) and middling-success with From Hell (open $11 million), and next plays the title character in the upcoming J.M. Barrie's Neverland. My fear for Disney about Pirates is that it might play too old for little kids and too young for older teens and adults. The marketing seems to only improve; if buzz remains good, a $40 million three-day weekend could be in the offing and a $55 million five-day gross. Open: $40 million Total: $135 million

5. Lara Croft: Tomb Raider: The Cradle of Life - Paramount This movie is one you couldn't pay me to see this summer. I wonder what the line is on Tomb Raider 2 having more bad reviews than Dumb and Dumberer. The original Tomb Raider opened in June 2001 to $47.7 million, but could only snag a final gross of $131.1 million, giving it overall multiplier of 2.78, which indicates bad word-of-mouth and a frontloaded audience. The original reviewed horrendously; the film could only gather 24 positive reviews out of 137, for a horrible 18% fresh rating at RottenTomatoes - remember the days when studios only made sequels to good movies? Whatever the case, Paramount made $274 million off the original Lara Croft, so they're back for more. At least this time they have a better director in Jan De Bont, although the Speed director hasn't worked since 1999's The Haunting. There seems to be much less buzz about Lara Croft this time around. The only news I've heard about TR2 is that Regal Cinemas is not showing the film due to a spat with Paramount's marketing department. I think TR2 will buck the sequel trend, and perform worse than the original, finding only $40 million in its opening frame. Open: $40 million Total: $100 million

6. The League of Extraordinary Gentlemen - Fox It's been 40 years since Sean Connery debuted as James Bond in Dr. No, and the Scottish star hasn't let up since. In fact, Mr. Connery has had seven consecutive wide release films that have opened over $10 million dating back to 1995, so to bet against him would be silly. This time out Connery plays Allan Quartermain, part of The League of Extraordinary Gentlemen, a band of old-school literary heroes, bound together to stop evil (there's a surprise, eh?). 20th Century Fox spent $78 million to bring the popular DC Comic to life, but seem to be confused on how to sell it. They set out initially pitching it as a Connery-only piece (at least in my mind), but have now begun to sell the story and the motley group of characters the film collects. This might be a confusing premise for adults (why is The Invisible Man hanging out with Captain Nemo?) but it might be easier for the younger set that hasn't been introduced to these characters yet. There are some similarities here to the original X-Men film; many characters in a comic-type setting and a July opening, but this time out there is no built-in audience from a Saturday morning cartoon. At this point, I think $35 million is a lock, but also think this one may sputter if word-of-mouth isn't top notch. Open: $35 million Total: $140 million

7. Spy Kids 3-D: Game Over Credit has to be given to Robert Rodriguez for taking a chance on filming the third part of his Spy Kids trilogy in 3-D; everyone remembers what 3-D did to the third installment of the Jaws franchise. The question is, will it lift the opening weekend back to the glory that the original found, or is this more Rugrats Go Wild!? The original Spy Kids grabbed $26.5 million over its opening weekend back in March of 2001, and the sequel moved backward grossing $16.7 million in August 2002. This time out, Sly Stallone is the bad guy, looking goofy as usual in the trailer and the ad campaign. If the 3-D works and the kids respond to it, this has every chance at being as big as the first one was ($112.7 million total gross). If it doesn't work, word will spread fast, but don't expect Dimension Films to lose any money. The kid flick cost only $40 million to make, and completes the box-set DVD package (just in time for Christmas!). Open: $18 million Total: $100 million

8. Sinbad: Legend of the Seven Seas - DreamWorks DreamWorks has chosen a very tough weekend to open their latest animated opus, Sinbad: Legend of the Seven Seas; the pirate must take on the cyborg and the blonde in the battle for the youth demographic over the July 4th weekend. Having spoken to a few folks that have seen this movie already, word is that the animated film might squeeze between age brackets, regardless of quality. Brad Pitt, Michelle Pfeiffer and Catherine Zeta-Jones round out an impressive cast, but in animated film, big stars do not equal big box office (see: Rugrats Go Wild!). Give some credit to DreamWorks, though, their marketing department has been out there working this one since April. If the film can open and can dangle some good word-of-mouth, it might have a shot at making some decent coin. Open: $14 million Total: $75 million

9. How to Deal - New Line Or, How to Make Sentimental Crap That Teenage Girls Will Love. Mandy Moore, star of A Walk to Remember (which I think few do) is back in another movie of the week. If Walk can open to $12.2 million, there's no reason this can't do $15 million, whether I like it or not. Open: $15 million Total: $45 million

10. Johnny English - Universal Rowan Atkinson is back playing another character that reminds one of Mr. Bean, but this has nothing to do with that character. After making $100 million in international waters, Universal is bringing (another) British spy comedy to North American screens, but this one won't hold a candle to Mike Myers version of the British comic spy. A good trailer is helping, but will it be enough to crack the $10 million mark opening weekend? Open: $10 million Total: $35 million

That makes my prediction for the miss of July Seabiscuit, Universal's try at an Oscar worthy film released in July. I think Tobey Maguire can open a Spider-Man type film, but something like this? I don't think so.